Golden Entertainment, Inc. (NASDAQ:GDEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement
Stockholders Agreement
In connection with the Acquisition, on January 14, 2019, the Company entered into a Stockholders Agreement with the stockholders party thereto, to which, among other matters, Anthony A. Marnell III will be admitted as a Company board observer from closing until the Company’s 2019 annual meeting of stockholders (the “Annual Meeting”), and Mr. Marnell will be nominated for election to the Company’s board of directors at the Company’s Annual Meeting, subject to Mr. Marnell satisfying certain nomination requirements. to the Stockholders Agreement, certain stockholders affiliated with Mr. Marnell or members of his family also agreed to certain restrictions on the transfer of shares of the Company’s common stock received by such stockholders to the Purchase Agreement until the earlier of (x) the Annual Meeting and (y) September 14, 2019 (subject to certain exceptions).In addition, the stockholders party to the Stockholders Agreement will be granted customary piggyback registration rights for the newly-issued shares of Company common stock.
The foregoing summary of the material terms of the Stockholders Agreement is not complete and is qualified in its entirety by reference to the Stockholders Agreement, which is attached hereto as Exhibit 10.1, and the full text of which is incorporated herein by reference.
Item 2.01Completion of Acquisition or Disposition of Assets
On January 14, 2019, the Company completed the acquisition of all of the outstanding equity interests of the Acquired Entities from the Seller for aggregate consideration consisting of $155.0 million in cash (subject to adjustment to the Purchase Agreement) and the issuance by the Company of 911,002 shares of its common stock to certain assignees of Seller.
The Acquired Entities own and operate two casino hotel properties in Laughlin, Nevada: the Colorado Belle Casino Resort and the Edgewater Hotel and Casino.
Item 3.02Unregistered Sales of Equity Securities
On January 14, 2019, the Company completed the acquisition of all of the outstanding equity interests of the Acquired Entities from the Seller for aggregate consideration consisting of $155.0 million in cash (subject to adjustment to the Purchase Agreement) and the issuance by the Company of 911,002 shares of its common stock to certain assignees of Seller.
The shares of Company common stock described above were issued in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended, because the transactions did not involve a public offering. In each case, appropriate investment representations were obtained and restrictive legends were affixed to such shares.
Item 7.01 Regulation FD Disclosure
On January 14, 2019, the Company issued a Press Release announcing, among other things, completion of the acquisition of all of the outstanding equity interests of the Acquired Entities, which is attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference.The information contained herein, including the attached press release, is furnished to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired
The financial statements required by Item 9.01(a) of Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.
(d)Exhibits
Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto contain “forward-looking statements”, including statements regarding the Acquisition.Statements in this document may contain, in addition to historical information, certain forward-looking statements.Some of these forward-looking statements may contain words like “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or they may use future dates.Forward-looking statements in this document include without limitation statements regarding the benefits of the Acquisition, including future financial and operating results, the Company’s or the Acquired Entities’ plans, objectives, expectations and intentions.It is important to note that the Company’s goals and expectations are not predictions of actual performance.Actual results may differ materially from the Company’s current expectations depending upon a number of factors affecting the Acquired Entities and the Company’s business and risks and uncertainties associated with acquisitions.These factors include, among other things: the effects of disruption caused by the Acquisition making it more difficult for the Company to execute its operating plan effectively or to maintain relationships with employees, vendors and other business partners; stockholder litigation in connection with the Acquisition; the Company’s ability to successfully integrate Acquired Entities’ businesses and other acquired businesses; global macroeconomic and political conditions; and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent quarterly reports on Form 10-Q.The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.All forward-looking statements in this document are qualified in their entirety by this cautionary statement.
GOLDEN ENTERTAINMENT, INC. Exhibit
EX-10.1 2 gden-ex101_7.htm EX-10.1 gden-ex101_7.htm EXHIBIT 10.1 Execution STOCKHOLDERS AGREEMENT This Stockholders Agreement (this “Agreement”),…
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About Golden Entertainment, Inc. (NASDAQ:GDEN)
Golden Entertainment, Inc., formerly Lakes Entertainment, Inc. is a gaming company. The Company focuses on distributed gaming, including tavern gaming, and casino and resort operations. The Company’s segments include Distributed Gaming, Casinos, and Corporate and Other. The Distributed Gaming segment involves the installation, maintenance and operation of gaming devices in certain non-casino locations, such as grocery stores, convenience stores, restaurants, bars, taverns, saloons and liquor stores, and the operation of traditional, branded taverns targeting local patrons, primarily in the greater Las Vegas, Nevada metropolitan area. The Casinos segment includes the operations of Rocky Gap Casino Resort (Rocky Gap) in Flintstone, Maryland, and approximately three casinos in Pahrump, Nevada, including Pahrump Nugget Hotel Casino (Pahrump Nugget), Gold Town Casino, and Lakeside Casino & RV Park. Its tavern brands include PT’s Pub, PT’s Gold, PT’s Place, Sierra Gold and Sean Patrick’s.